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or before any governmental agency in connection with any Hazardous Substance Activity
<br /> occurring or allegedly occurring prior to a Foreclosure Transfer or a Repayment Transfer;
<br /> (iv) any loss of value of the properry subject to this Agreement directly or indirectly
<br /> arising as a result of any Fiazardous Substance Activity occurring or allegedly occurring
<br /> prior to a Foreclosure Transfer or a Repayment Transfer; (v)the imposition or recording
<br /> of a lien or deed notice or restriction on the property subject to this Agreement; or (vi)
<br /> any claim, demand or cause of acrion, or any action or other proceeding, whether
<br /> meritorious or not, brought or asserted against the Municipality, which directly or
<br /> indirectly relates to, arises from or is based on any of the matters described in clauses(i),
<br /> (ii), (iii), (iv) or(v) above, or any allegation of any such matters,and whether or not any
<br /> suit or proceeding is actually filed.
<br /> "Repayment Transfer" means the repayment of any portion of the obligations of
<br /> the Developer with respect to this Agreement.
<br /> (2) Representations and Warranties of the Develoner. The Developer represents
<br /> and warrants to the Municipality that: (a)the Developer will be in compliance with all applicable
<br /> Environmenta.l Laws relating to the Development Area and the use of the property subject to this
<br /> Agreement; (b) except in compliance with a11 applicable Environmental Laws,the Developer has
<br /> not engaged in any Hazardous Substance Activity on such properiy, nor to the best knowledge of
<br /> the Developer, after due inquiry and investigation, except for (if none, so stateZ :, has any
<br /> Hazardous Substance Activity otherwise occurred in violation of any applicable Environmental
<br /> Laws; (c)except for(if none,so state): ,no investigations,inquiries,orders,hearings, actions or
<br /> other proceedings by or before any governmental agency are pending or,to the best knowledge of
<br /> the Developer, ai�er due inquiry and investigation, threatened in connection with any Hazardous
<br /> Substance Activity or alleged Hazardous Substance Activity; (d)the use of the property subject to
<br /> this Agreement for its intended purpose is not expected to result in any Haza.rdous Substance
<br /> Activity in violation of any applicable Environmental Laws; (e) except for(if none, so statel ,
<br /> no notice of any order, directive, complaint or other communication, written or oral, has been
<br /> made or issued by any governmental agency nor has the Developer received a written notice from .
<br /> any other third party alleging the occurrence of any Hazardous Substance Activity in violation of
<br /> any applicable Environmental Laws or demanding payment or contribution for environmental
<br /> damage or injury to the Development Area; and(�except for(if none, so state): ,underground
<br /> stora.ge tanks or underground Hazardous Substance deposits are or were located on the
<br /> Development Area, except to the extent that any of the foregoing which were located on the
<br /> property are in process of being removed, remediated or taken out of service in accordance with
<br /> all applicable Environmental Laws.
<br /> 3) Covenants of the Developer. The Developer shall at all times it controls all or
<br /> any part of the Development Area: (a) keep and maintain the Development Area in compliance
<br /> with, attd shall not cause or permit such property to be in violation of, any Environmental Laws;
<br /> (b)not engage in or otherwise permit the occurrence of any Hazardous Substance Activity on the
<br /> Development Area except in compliance with all applicable Environmental Laws; (c)
<br /> immediately advise the Municipality in writing of(i) any and all enforcement, cleanup, removal,
<br /> mitigation or other governmental or regulatory acts instituted, contemplated or threatened
<br /> pursuant to any Environmenta.l Laws afFecting the Development Area, (u) all claims made or
<br /> threatened by any third party against the Developer or such property relating to the damage,
<br /> contribution, cost recovery, compensation, loss or injury resulting from any Hazardous Substance "
<br /> Activity (the matters set forth in clauses (i) and (ii) above hereinafter being referred to as
<br /> "Hazardous Materials Claims"), (iii)the Developer's discovery of any occurrence or condition on
<br /> any real property adjoining or in the vicinity of the Development Area that could cause such
<br />
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